Business Transactions

We work on all manner of everyday contracts for companies and sophisticated business transactions.

• Product purchase and Sale Agreements
• Volume Purchase Agreements
• Independent Contractor, Vendor, and Service Agreements
• Master Service Agreements
• Statements of Work
• Distributorship and Channel Agreements
• Web sites
• Purchase Orders
• International – EU, China, Korea, Singapore, Japan, Taiwan

Corporate Law

We team up with you to structure your business from the ground up.  We work with startups on business formation to established companies on financing arrangements.

• Entity Formation – Corporations, LLCs, Partnerships
• Preparation of Customized Bylaws and Operating Agreements
• Buy-Sell Agreements
• Corporate recordkeeping – Minutes, Resolutions, Stock Records
• Mergers and Acquisitions
• Stock and Asset sales
• Due Diligence Support
• Financing Strategy and Execution
• Promissory Notes
• Equity Investments
• Capital Formation
• Investor Support
• Private Placement Memoranda
• Seed and Early-Stage Funding

Employment

Your people are among your most important assets.  We understand that you want to treat your employees fairly and retain your best personnel.  We provide strategic advice in risk situations and forcefully litigate to help you get there.  We work with management to implement company policies and help you understand your obligations to the workforce.  We represent employers in most every type of workplace dispute.

• Executive compensation
• Hiring, Performance Management, Termination
• Discrimination and Harassment – Title VII, Fair Employment and Housing Act and Wrongful Termination Claims – sex, race, age, national origin, disability and medical condition
• Federal Equal Employment Opportunity and California Department of Fair Employment and Housing Investigations
• Whistleblower and Retaliation
• Employee Leave Laws – Family and Medical Leave and California Family Rights Act Issues
• Wage and hour –meal and rest period issues; employee misclassification – exempt and non-exempt status, employee v. independent contractor; unpaid wages, overtime, commissions, and vacation
• Fair Labor Standards Act and California Labor Code Violations – Federal Department of Labor, California Labor Commissioner and Division of Labor Standards Enforcement Audits, Investigations, and Hearings
• Prevailing Wage Issues
• Trade Secrets and Unfair Business Practices – non-competition, founder disputes
• Policies, Procedures and handbooks

Outside General Counsel

We serve as trusted advisor and general counsel to our clients. We develop long-term relationships and get to know our client’s businesses as if they were our own. Our partnership with our clients allows us to provide efficient, comprehensive service, from the inside perspective. We offer a full range of legal support services.

• Corporate Organization
• Parent and Subsidiary Management
• Insurance Coverage
• Human Resources, Personnel Management, and employment law
• Intellectual Property Management
• Contract Review, Negotiation, Preparation, and Risk Management
• Overall standardization of contract process and forms, policies and procedures
• Overhaul and Implement Best Practices for Policies and Procedures
• Provide Staff and Supervisor Training
• Attend Management Meetings
• In-house Office Hours

We also offer a full range of litigation services in addition to oversight and coordination of outside litigation services. We will direct strategy with panel counsel or boutique law teams. We will pursue insurance coverage. We will work with you to interface and coordinate with other professional advisors on your team such as your accountants, insurance, risk management, crisis, PR and marketing professionals.

Our Outside General Counsel arrangement promotes a deeper knowledge of your business, so we can better anticipate your issues and move quickly to avoid risk. Our fixed price and flat fee arrangements also provide predictable billing so you can proactively manage your budgets.

Intellectual Property

Our attorneys have worked in-house for technology businesses on significant business transactions and elbow to elbow alongside corporate counsel in high-stakes litigation. Brown Church & Gee assists clients in developing comprehensive strategies to protect, manage, and defend their intellectual property.

• Copyright – registration, licensing and litigation
• Trademark – search and selection, registration, licensing, and infringement litigation
• Trade Secrets – advice and litigation; Confidentiality and Non-disclosure Agreements
• Proprietary Invention Agreements; Common Law and Statutory Claims
• California Uniform Trade Secrets Act
• Licensing and Transactions – hardware, software, electronics, medical
• Development, Channel and Distribution Agreements
• Joint Ventures
• Commercializing and Monetizing Intellectual Property

International

We work with international businesses to resolve local disputes. Our clients have come from the European Union, China, Korea, Singapore, Japan, Taiwan, and Australia. Two of BCG’s co-founders, Mike Brown and Terry Church have also co-founded Business Beyond Borders to pursue worldwide and Bay Area connections entering the US and global markets. Business Beyond Borders is building a global network and community to facilitate international business activity.

Litigation

We fight to win. We are intensely committed to our clients and are passionate about results. We work with our clients early to resolve disputes ahead of litigation. When litigation is necessary, we combine our legal expertise with a deep practical knowledge of our clients’ businesses to develop to the right strategy for that problem. Our talent is finding efficient solutions and focusing the battle on the issues that matter.

Our legal team takes on critical, complex, multi-party, high-stakes litigation and difficult cases. We also work on cases that can be resolved with a phone call, utilizing the right leverage. The goal is the result. We have an impressive track record in civil litigation, trials, arbitrations, mediations, special master and government agency hearings and deliver results that win the war.

• Business and Corporate
• Employment
• Intellectual Property
• Real Estate and Land Use

Real Estate and Land Use

Our real estate experience is broad and deep. We have worked with virtually every type of real estate business on every type of real estate matter. Our clients have included commercial, mixed-use and residential land developers, public homebuilders, national hotel and motel chains, commercial and industrial landlords, real estate brokers, and private owners with real estate holdings. We work on entitlements, land sale agreements, leases and complex construction disputes. Our attorneys are leaders in the builder industry groups and regularly counsel executives of multi-billion dollar ventures.

• Purchase and Sale – transactions and litigation
• Land use –planning, zoning, entitlements, compliance and project approvals
• Impact Fees on Subdivisions
• Infill and Raw Land Projects
• Development Projects and Development Agreements
• Leasing – lease agreements and negotiations, commercial landlord tenant disputes
• Commercial Real Estate Broker Disputes, Agreements, and Commissions
• Complex Residential and Commercial Construction Disputes
• Developer, Contractor, Subcontractor, Supplier Disputes and Master Vendor and Trade Agreements